Is establishing a limited liability company the latest trend today? Are you looking for registration documents to establish a limited liability company? You are preparing documents to open a limited company but still do not fully understand the process, legal and financial procedures of this type of limited company. Don’t worry, the Viet My company has established limited liability companies for many customers in the past year. We know what situations you will encounter, what problems will you encounter? Refer to the following article to clearly understand the process of establishing a limited liability company to avoid unnecessary trouble!

1. What is a limited liability company?

There is a limited liability company that will include a one-member limited liability company and a limited liability company with 2 members or more.

A limited liability company with two or more members is a company with from 2 to 50 members who are organizations and individuals.

Members are responsible for the company’s debts and other financial obligations within the amount of capital paid to the company, except for the cases mentioned in Article 47, Law on Enterprises 2020. Contributions of members can only be transferred according to the provisions of Articles 51, 52 and 53 of the Enterprise Law 2020.

A private enterprise is a company owned by an organization or individual (hereinafter referred to as the company owner). The company owner is responsible for the company’s debts and other property obligations within the company’s share capital.

2. Procedures and documents to register to establish a one-member LLC

Procedures and documents to register to establish a limited company are not difficult. Viet My will guide you through the procedures for registering a limited liability company as well as the conditions, terms and company establishment form in detail.

2.1 Application for registration of establishment of a one-member limited liability company

The following documents are required to prepare documents to establish a single-member LLC:

Company rules

The company’s articles of incorporation contain all the information created above, such as company name, address, capital, business divisions, personal information of the owner, legal representative law, etc. There are also legal regulations related to the rights and obligations of companies. Company owner, legal representative, organizational structure and corporate governance

If the owner and the legal representative of the company are different people, the last page of the company charter must be signed by both.

Business registration application

• Enterprises enter complete information according to Form I-2 Application for business registration of One Member Limited Company.
• The business registration form can be downloaded from the business registration support page of the Ho Chi Minh City Department of Planning and Investment.

Power of attorney for the applicant (if any): The power of attorney must clearly state the information of the legal representative of the limited company and authorize that individual to go to the Ministry of Planning and Investment to submit and sign the application. profile and receive results.

Attached documents: Prepare a notarized copy of the valid passport/CCCD/ID card of the owner, the representative of the limited company according to law and the person authorized to submit the application.

2.2 Procedures for registering to establish a one-member LLC

Step 1: Prepare and submit application

The business registration application is submitted to the local business registration agency. The business registration agency is responsible for confirming the validity of the business registration application within three working days from the date of submission and issuing the Business Registration Certificate within three days. from the date of receipt of the application. If you refuse to issue a Business Registration Certificate, you must send a written notice to the business founder. The notice must clearly state the reason and request for amendments and supplements to the dossier.

Step 2: Announce business registration information

According to this procedure and decree, after being granted a company registration certificate, the company must post a statement on the national company registration portal and pay the prescribed fee. The published content includes information such as business registration content and business lines of the limited liability company.

Step 3: Engrave the LLC seal

Within 01 day from the date the company is granted a Business Registration Certificate, Vietnamese law engraves the business seal and notifies the seal sample to the company’s business registration agency.

3. Procedures and documents to register to establish a 2-member LLC

Procedures and documents to establish a two-member LLC are not difficult. Viet My will guide you through the process of registering a two-member limited liability company and detailing the terms of use and form of establishment. This allows you to form a two-member LLC.

3.1 Application for registration of establishment of a 2-member LLC

• ID card or passport (notarized copy within 3 months)
• Documents to establish a limited liability company with two or more people
• Certificate of establishment of a limited liability company with 2 or more members
• List of contributing members
• Document confirming registered capital issued by a competent agency or organization
• Legal capital
• Professional certification for Directors and others
• Practicing certificate proves the director’s profession

3.2 Procedures for registering to establish a 2-member LLC

Step 1: Prepare information and documents to establish a 2-member LLC as instructed above.

Step 2: Prepare and fill out documents to establish a 2-member LLC

Step 3: Submit an application to form a two-member limited liability company to the local state/city registration office as described above.

Step 4: As a result, you will be issued a business registration certificate (if the documents are complete and accurate).

Step 5: Complete the process of engraving the company seal and upload the seal sample to the National Registration Portal.

Step 6: Open a bank account and provide the bank account number to the commercial agency.

Step 7: Confirm electronic tax registration Register for electronic tax payment with tax authorities and banks.

Step 8: Use an electronic digital signature to pay license tax online and pay license tax to the business (if you do not have an electronic signature, you must buy a digital signature to complete the procedure for paying this license tax) .

Step 9: Go to the local tax office to declare tax for the first time, submit the first tax return, submit the invoice printing order, receive the invoice printing order results, order invoice printing, create issuance notice and finally Prepare VAT invoice

Step 10: Carry out tax reporting and bookkeeping monthly, quarterly, and yearly (after this period, the enterprise must have at least 01 qualified accountant. Here, the enterprise has 2 methods:

• First: Hire a qualified and experienced tax accountant.
• Second: Hire accounting services at Viet My to prepare tax reports to maximize cost savings for your company. Important note: This is the most important task in your business process. If you don’t take this step when starting your business, or if you don’t know how to take this step, you’ll get into tax trouble later and face heavy penalties.

4. Fee for establishing a limited company

4.1 Fees and charges for establishing a one-member limited liability company

Business registration fee: 50,000 VND/time.

Price for publisher’s registered content: 100,000 VND/time.

Register online, waive branch registration fees according to merchant conversion.

The person requesting business registration must pay the business registration fee and the business registration fee when submitting the business registration application. Business registration fees can be paid directly to the Business Registration Authority, by transfer to the Business Registration Authority’s account or through electronic payment services. If the company registration is not approved, the company registration fee will not be refunded. If the company registration is not approved, the company registration fee will be refunded.

4.2 Fees and charges for establishing a two-member limited liability company

Costs related to preparing documents and submitting applications to establish a two-member limited liability company with
The commercial register is as follows: 100,000 VND

Fee for posting registration information and seal form to establish a two-member limited liability company on the National Business Portal: 200,000 VND

Company seal engraving fee (according to business needs), basic fee:
450,000 VND

Cost of purchasing digital signatures (tokens): Prices vary depending on the number of years of registration and type of electronic signature.

Fee for opening a bank account and submitting business account details: 1,000,000 VND

The cost of installing advertising signs is 200,000 VND.

Payment cost: 350,000 VND. Electronic invoices become a trend when businesses want to save costs.

5. Frequently asked questions about registration documents to establish a limited company

5.1 What is the number of members when establishing a limited liability company?

The name of the company type is the number of employees when establishing a limited liability company. Members are always individuals or organizations. Accordingly, company members can be established by the capital providing company or the capital supplying company.
Previously, LLC was only established as an organization, so there are still many state-owned enterprises operating in this type of company.

5.2 How long does it take to contribute capital to establish a 2-member limited liability company?

Members must contribute the full amount of capital committed when registering for establishment and the correct type of assets to the company within 90 days from the date of issuance of the Business Registration Certificate. Shareholders can only contribute capital to the company with assets other than the consolidated assets when the majority of remaining shareholders agree. During this time, members have rights and obligations corresponding to the investment amount.

5.3 Where is the place to submit documents to process documents to establish a limited company?

Businesses submit documents through government websites or directly to the Business Licensing Office, Department of Planning and Investment of the state or city where the business is located.

5.4 Can partners contribute capital to establish a limited liability company with two or more members?

According to the provisions of the Enterprise Law 2020, it is not prohibited for partnership members to contribute capital to establish a LLC with two or more members.

5.5 How long does it take to establish a limited liability company with 2 or more members?

According to current regulations, the Business Registration Authority will issue a Commercial Registration Certificate within 3 working days from the date of receipt of the (complete and valid) dossier.

Viet My Company is committed to providing you with outstanding quality advice on registration documents to establish a limited liability company based on many years of experience in the industry. Currently, many members have decided to establish limited liability companies when cooperating. This is the current trend and the coming years could be due to simple management and transparent profit sharing. If you need advice on establishing a full-service business, please contact VIET MY LAW AND ACCOUNTING for support.